Item 5. Other Information
Item 5. Other Information
As of the quarter ended June 30, 2025, all items required to be disclosed in a Current Report on Form 8-K were reported under Form 8-K.
Director and Officer Trading Arrangements
During the three months ended June 30, 2025, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).
Amended and Restated Bylaws
On July 28, 2025, our board of directors approved the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately, to, among other changes:
• adopt provisions related to the SEC’s “universal proxy rules,” as well as certain technical, conforming and clarifying changes in connection therewith, including by clarifying that no stockholder or associated person may solicit proxies in support of a director nominee (other than our board of directors’ nominees) unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;
• enhance certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of other proposals at stockholder meetings, including requirements related to background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies;
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• reserve the white proxy card for exclusive use by our board of directors;
• provide that stockholders must give advance notice to the Company of nominations and other proposals to be brought before an annual meeting of not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders;
• provide additional details on the procedures to be followed by stockholders seeking to request that the Company hold a special meeting of stockholders;
• establish that, unless we consent in writing to the selection of an alternative forum, any state court of competent jurisdiction in the State of Maryland, or, if such state courts do not have jurisdiction, the United States District Court located within the State of Maryland will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, other than actions arising under federal securities laws, (ii) any Internal Corporate Claim, as such term is defined in the MGCL, and any action or proceeding asserting any Internal Corporate Claim, including, without limitation, (a) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any of our directors, officers, employees or agents to us or to our stockholders, or (b) any claim, or any action or proceeding asserting a claim, against us or any of our directors, officers, employees, or agents arising pursuant to any provision of the MGCL or our charter or bylaws, or (iii) any other action or proceeding asserting a claim against us or any of our directors, officers, employees, or agents that is governed by the internal affairs doctrine; provided, however, that this choice of forum provision will not apply to any action or proceeding under federal securities laws, including claims arising under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction;
• establish that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; and
• incorporate certain technical, modernizing and clarifying changes, including updates to provisions relating to virtual meetings to align with changes to the MGCL.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
2026 Annual Meeting of Stockholders; Date for Submission of Stockholder Proposals
The information set forth above under the heading “Amended and Restated Bylaws” is incorporated herein by reference.
In light of the changes to the notice provisions in the Amended and Restated Bylaws described above, we are revising the deadline for receipt of stockholder proposals to be presented at the 2026 annual meeting of stockholders (other than a stockholder proposal to be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act) as set forth below.
The Amended and Restated Bylaws provide that in order for a proposal of a stockholder to be presented at the 2026 annual meeting of stockholders, other than a stockholder proposal included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act, it must be received at the Company’s principal executive offices no earlier than the close of business on December 29, 2025, and on or before January 28, 2026. If the 2026 annual meeting is scheduled to take place before March 29, 2026, or after June 27, 2026, then notice must be delivered no earlier than the close of business on the 120th day prior to the 2026 annual meeting and not later than the close of business on the later of the 90th day prior to the 2026 annual meeting or the 10th day following the day on which public announcement of the date of the 2026 annual meeting is first made public. In addition to satisfying the foregoing requirements, under the Amended and Restated Bylaws and to comply with the universal proxy rules, stockholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees (other than the Company’s nominees) must provide notice that sets forth the information required by Rule 14a-19 of the rules promulgated under the Exchange Act. Any proposals should be mailed to: STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts 02110, Attention: Jeffrey M. Sullivan, Executive Vice President, General Counsel and Secretary.
Promotion of Steven T. Kimball to Chief Operating Officer
On July 28, 2025, effective as of August 1, 2025, our board of directors appointed Steven T. Kimball as Executive Vice President and Chief Operating Officer. Mr. Kimball, 58 years old, served as our Executive Vice President—Real Estate Operations since March 2023. From 2021 to 2023, Mr. Kimball served as an Executive Director at PGIM Real Estate (“PGIM”), where he oversaw the asset management of a Northeastern industrial property portfolio, including active joint venture development projects. Before joining PGIM, Mr. Kimball held various positions at Prologis, Inc. (NYSE: PLD) (formerly AMB Property Corporation until 2011) from 1995 to 2021, including serving as Managing Director, Head of
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Operations, East Region from 2014 to 2021, as Senior Vice President, Head of Operations, East Region from 2005 to 2014, and as Senior Vice President, Regional Manager, Chicago from 2000 to 2005.
Before joining AMB Property Corporation in 1995, Mr. Kimball held positions with financial and insurance companies involving real estate assets.
Mr. Kimball holds a Bachelor of Science degree from University of Vermont and a Master of Business Administration from University Colorado Boulder.
In connection with Mr. Kimball’s appointment as Chief Operating Officer, we will enter into an Amended and Restated Executive Employment Agreement with him, dated and effective as of August 1, 2025, to reflect his new position, a base salary at the annual rate of $500,000 and an initial term through December 31, 2026. The Amended and Restated Executive Employment Agreement will otherwise be substantially the same as the Executive Employment Agreement dated March 31, 2023, between us and Mr. Kimball, included as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on April 26, 2023.
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Item 6. Exhibits
Exhibit
Number Description of Document
3.1 Fourth Amended and Restated Bylaws
10.1 Series O Unsecured Notes, Series P Unsecured Notes, Series Q Unsecured Notes: Note Purchase Agreement dated as of April 15, 2025 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 17, 2025)
31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 * Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STAG INDUSTRIAL, INC.
Date: July 29, 2025 BY: /s/ MATTS S. PINARD
Matts S. Pinard
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
BY: /s/ JACLYN M. PAUL
Jaclyn M. Paul
Chief Accounting Officer (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.